Amended Securities Registration (section 12(b)) (8-a12b/a)
January 13 2016 - 7:34AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 3)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
ARIAD
Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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22-3106987 |
(State or other jurisdiction of incorporation) |
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(IRS Employer Identification Number) |
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26 Landsdowne Street, Cambridge, Massachusetts |
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02139 |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered |
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Name of Each Exchange on Which
Each Class is to be Registered |
Preferred Stock Purchase Rights |
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The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. x
If this form relates to the registration of a
class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Securities Act
registration statement file number to which this form relates:
N/A (If applicable)
EXPLANATORY NOTE
This Amendment No. 3 to the Registrants Registration Statement on Form 8-A/A is filed by ARIAD Pharmaceuticals, Inc. (the Company) to
reflect the expiration of the Companys preferred share purchase rights (the Rights) registered on the Form 8-A filed by the Company on November 1, 2013, as amended on November 5, 2013 and June 24, 2014.
Item 1. Description of Registrants Securities to be Registered.
On January 8, 2016, the Company entered into the Second Amendment (the Amendment) to the Section 382 Rights Agreement,
dated as of October 31, 2013, as amended as of June 24, 2014 (as so amended and in effect from the date hereof, the Rights Agreement), between the Company and Computershare Trust Company, N.A., as Rights Agent.
The Amendment accelerated the expiration of the Rights from 5:00 p.m., New York City time, on October 30, 2016 to 5:00 p.m., New York
City time, on January 8, 2016, and had the effect of terminating the Rights Agreement on that date. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Companys common stock pursuant to
the Rights Agreement expired.
The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and
is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.3 and incorporated herein by reference.
Item 2.
Exhibits.
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Exhibit 3.1 |
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Amended Certificate of Designation of Series A Junior Participating Preferred Stock of ARIAD Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Amendment No. 1 to Current Report on Form 8-K/A
filed on November 5, 2013). |
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Exhibit 4.1 |
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Section 382 Rights Agreement, dated as of October 31, 2013, between ARIAD Pharmaceuticals, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrants Current Report
on Form 8-K filed on November 1, 2013). |
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Exhibit 4.2 |
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Amendment to Section 382 Rights Agreement, dated as of June 24, 2014, between ARIAD Pharmaceuticals, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.2 to the Registrants
Current Report on Form 8-K filed on June 24, 2014). |
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Exhibit 4.3 |
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Second Amendment to Section 382 Rights Agreement, dated as of January 8, 2016, between ARIAD Pharmaceuticals, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on Form 8-K filed on January 13, 2016). |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Date: January 13, 2016 |
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ARIAD Pharmaceuticals, Inc. |
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By: |
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/s/ Edward M. Fitzgerald |
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Edward M. Fitzgerald |
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Executive Vice President, Chief Financial
Officer |
EXHIBIT INDEX
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Exhibit
No. |
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Description of Exhibit |
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Exhibit 3.1 |
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Amended Certificate of Designation of Series A Junior Participating Preferred Stock of ARIAD Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Amendment No. 1 to Current Report on Form 8-K/A
filed on November 5, 2013). |
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Exhibit 4.1 |
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Section 382 Rights Agreement, dated as of October 31, 2013, between ARIAD Pharmaceuticals, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrants Current
Report on Form 8-K filed on November 1, 2013). |
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Exhibit 4.2 |
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Amendment to Section 382 Rights Agreement, dated as of June 24, 2014, between ARIAD Pharmaceuticals, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.2 to the Registrants
Current Report on Form 8-K filed on June 24, 2014). |
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Exhibit 4.3 |
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Second Amendment to Section 382 Rights Agreement, dated as of January 8, 2016, between ARIAD Pharmaceuticals, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on Form 8-K filed on January 13, 2016). |
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